FIRST AMENDMENT TO THE PARTICIPATION AGREEMENT THIS FIRST AMENDMENT, dated as of the 1st day of October, 2012, is entered into between ING Life Insurance and Annuity Company (“ING Life” or “ING”) (f/k/a Aetna Life Insurance and Annuity Company);...

Exhibit 24(b)(8.54)
FIRST AMENDMENT
TO THE PARTICIPATION AGREEMENT
THIS FIRST AMENDMENT, dated as of the 1st day of October, 2012, is entered into
between ING Life Insurance and Annuity Company (“ING Life” or “ING”) (f/k/a Aetna Life
Insurance and Annuity Company); OppenheimerFunds Distributor, Inc. (the “Distributor”);
and OppenheimerFunds Services (“OFS”), a division of OppenheimerFunds, Inc., as parties
to the Participation Agreement dated as of August 15, 2000 (“Agreement”).
WHEREAS, the Distributor is the underwriter of certain investment companies listed on
Schedule B of the Agreement (the “Funds”) that are registered investment companies under
the Investment Company Act of 1940, as amended;
WHEREAS, ING North America Insurance Corporation notified OFS that on December 13,
2000 Aetna Life Insurance and Annuity Company and Aetna Investment Services, Inc.,
became indirect wholly-owned subsidiaries of ING Groep N.V., that the terms of the
Agreement were not affected by the change in ownership as a result of such transaction; and
that, effective as of May 1, 2002, Aetna Life Insurance and Annuity Company changed its
name to ING Life Insurance and Annuity Company;
WHEREAS, the parties to the Agreement now desire to amend the Agreement to reflect such
name change;
WHEREAS, OFS and Distributor desire to include OppenheimerFunds, Inc., a Colorado
corporation (“OFI”), the corporate parent of the Distributor and the corporation of which
OFS is a division, and ING Life desires to consent to the addition of OFI as a party to the
Agreement;
WHEREAS, effective on or about December 31, 2012, OFI desires to assign all of its
interests, rights, duties and obligations under the Agreement to Shareholder Services, Inc.
(“SSI”), a Colorado corporation and a wholly-owned subsidiary of OFI, and SSI desires to
accept such assignment; and ING Life desires to consent to such assignment;
WHEREAS, as ING Financial Advisers, LLC (“ING Financial”) will distribute units of the
Variable Annuity Accounts (the “Accounts”) that may in turn invest in the Funds, and shall
serve as the broker-dealer of record for each such Account, the parties to the Agreement wish
to modify the Agreement by adding ING Financial, the affiliated broker-dealer of ING Life,
as a party to the Agreement;
WHEREAS, the parties to the Agreement desire to amend the Agreement to provide for the
purchase and sale of Class N, Class Y, and Class I shares of the Funds available under the
Agreement;
WHEREAS, ING Life and the Distributor have both entered into the Standard Networking
Agreement (the “Networking Agreement”) with respect to Networking participants of the
National Securities Clearing Corporation (the “NSCC”);
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WHEREAS, ING Life desires to submit transaction requests to OFI to be processed through
the NSCC Mutual Fund Settlement, Entry and Registration Verification system
(“Fund/SERV”); and ING Life and OFI desire to participate in Networking through the
NSCC in accordance with the terms set forth in the Agreement, as amended herein, and in
accordance with the Networking Agreement;
WHEREAS, the parties to the Agreement desire to amend the Agreement by updating the list
of available Funds under Schedule B to the Agreement;
WHEREAS, the parties to the Agreement desire to change the fee payable under the
Agreement for ING Life’s provision of services under the Agreement; and
WHEREAS, the parties wish to amend certain other provisions of the Agreement, as provided
below.
NOW, THEREFORE, pursuant to Section 12(a) of the Agreement, OFS, the Distributor, and
ING Life hereby amend the Agreement as follows:
1	.	Each reference in the Agreement to “Aetna Life Insurance and Annuity Company” is
		hereby deleted and replaced with ING Life Insurance and Annuity Company (“ING
		Life” or the “Company”) wherever it occurs therein.
2	.	OFI is hereby made a party to the Agreement, and all references to “the parties” or
		“each party” in the Agreement are hereby deemed to include OFI. Without limiting
		the foregoing, OFI may pay ING all or a portion of any fees payable to ING, except
		to the extent such payments arise from distribution payments made by a Fund to the
		Distributor pursuant to a Rule 12b-1 plan.
3	.	ING Financial Advisers, LLC (“ING Financial”) broker-dealer of record for each
		Account and an affiliated broker-dealer of ING Life, is hereby added as a party to the
		Agreement, and all applicable provisions in the Agreement relating to the Company are
		hereby deemed to include ING Financial, unless otherwise specified in this Amendment.
4	.	ING Life hereby consents to the assignment of OFI’s interests, rights, duties and
		obligations under the Agreement to SSI, a Colorado corporation and a wholly-owned
		subsidiary of OFI, effective on or about December 31, 2012, and SSI accepts such
		assignment as of such date. Accordingly, effective on or about December 31, 2012:
		(i) each reference in the Agreement to OFI shall be replaced in its entirety with a
		reference to SSI, and ING Life hereby consents to SSI succeeding to all of OFI’s
		interests, rights, duties and obligations under the Agreement and to the substitution of
		in all respects of SSI for OFI as a party to the Agreement; and (ii) OFI shall be
		discharged from any continuing duties and obligations under the Agreement.
5	.	Section 6 of the Agreement is amended by adding the following new subsection (c)
		thereto:
		(c) Representations of OFI. OFI represents and warrants that it:
		2 of 13	Revised as of 09.04.2008

		(i) is a corporation organized under the laws of the State of Colorado; (ii) has full
		authority to become a party to the Agreement and carry out its obligations pursuant to
		its terms; and (iii) is in material conformity with all applicable federal and state laws.
6	.	Section 11 of the Agreement is amended by deleting it in its entirety and replacing it
		with the following:
		11	.	Indemnification.
		(a)		Distributor shall indemnify and hold harmless ING Life, ING Financial, and
				each of their respective affiliates, officers, directors, employees, and agents
				against any losses, claims, damages, legal fees, expenses or liabilities (or
				actions in respect thereof) that arise out of or are based upon (i) violation by
				Distributor of any applicable law, rule or regulation relating to the subject
				matter of this Agreement; (ii) Distributor’s material breach of a provision
contained in this Agreement; (iii) any untrue statement of a material fact
				contained in the prospectus or sales literature of a Fund prepared by
				Distributor or the failure to state therein a material fact required to be stated
				therein or necessary to make the statements therein not misleading, in each
				case relating to the subject matter of this Agreement; or (iv) Distributor’s
				action or failure to act or failure to comply with the applicable terms of this
				Agreement, as a result of Distributor’s bad faith, gross negligence or willful
				misconduct. Distributor will reimburse any reasonable legal or other expenses
				reasonably incurred by ING Life, ING Financial, or any of their respective
affiliates, directors, officers, employees or agents in connection with
				investigating or defending any such loss, claim, damage, liability or action;
				provided, however, that Distributor will not be liable for indemnification
				hereunder to the extent that any such loss, claim, damage, liability or action
				arises out of, or is based upon, the gross negligence or willful misconduct of
				ING Life, ING Financial, or their respective affiliates, directors, officers,
employees or agents in the performance of their obligations under this
				Agreement.
		(b)		OFS shall indemnify and hold harmless ING Life, ING Financial, and each of
				their respective affiliates, officers, directors, employees, and agents against
				any losses, claims, damages, legal fees, expenses or liabilities (or actions in
				respect thereof) that arise out of or are based upon (i) violation by OFS of any
applicable law, rule or regulation relating to the subject matter of this
Agreement; (ii) OFS’s material breach of a provision contained in this
				Agreement; or (iii) OFS’s action or failure to act relating to the subject matter
of this Agreement or failure to comply with the applicable terms of this
Agreement, as a result of OFS’s bad faith, gross negligence or willful
misconduct. OFS will reimburse any reasonable legal or other expenses
				reasonably incurred by ING Life, ING Financial, or any of their respective
affiliates, directors, officers, employees or agents in connection with
				investigating or defending any such loss, claim, damage, liability or action;
				provided, however, that OFS will not be liable for indemnification hereunder
				to the extent that any such loss, claim, damage, liability or action arises out of,
				or is based upon, the gross negligence or willful misconduct of ING Life, ING
				3 of 13	Revised as of 09.04.2008

	Financial, or their respective affiliates, directors, officers, employees or agents
	in the performance of their obligations under this Agreement.
(c)	OFI shall indemnify and hold harmless ING Life, ING Financial, and each of
	their respective affiliates, officers, directors, employees and agents against any
	losses, claims, damages, legal fees, expenses or liabilities (or actions in
	respect thereof) that arise out of or are based upon (i) violation by OFI of any
	applicable law, rule or regulation relating to the subject matter of this
	Agreement; (ii) OFI’s material breach of a provision contained in this
	Agreement; or (iii) OFI’s action or failure to act relating to the subject matter
	of this Agreement or failure to comply with the applicable terms of this
	Agreement, as a result of OFI’s bad faith, gross negligence or willful
	misconduct. OFI will reimburse any reasonable legal or other expenses
	reasonably incurred by ING Life, ING Financial, or any of their respective
	affiliates, directors, officers, employees or agents in connection with
	investigating or defending any such loss, claim, damage, liability or action;
	provided, however, that OFI will not be liable for indemnification hereunder
	to the extent that any such loss, claim, damage, liability or action arises out of,
	or is based upon, the gross negligence or willful misconduct of ING Life, ING
	Financial, or their respective affiliates, directors, officers, employees or agents
	in the performance of their obligations under this Agreement.
(d)	ING Life and ING Financial shall both indemnify and hold harmless OFI,
	Distributor, OFS, the Funds, and each of their respective affiliates, officers,
	directors, trustees, employees and agents against any losses, claims, damages,
	legal fees, expenses, or liabilities (or actions in respect thereof) that arise out
	of or are based upon (i) violation by ING Life or ING Financial of any law,
	rule, or regulation relating to the subject matter of this Agreement; (ii) ING
	Life’s or ING Financial’s material breach of a provision contained in this
	Agreement; or (iii) ING Life’s or ING Financial’s action or failure to act
	relating to the subject matter of this Agreement or failure to comply with the
	terms of this Agreement as a result of ING Life’s or ING Financial’s bad
	faith, gross negligence or willful misconduct. ING Life and ING Financial
	will reimburse any reasonable legal or other expenses reasonably incurred by
	OFI, Distributor, OFS, the Funds, and each of their respective affiliates,
	directors, officers, employees or agents in connection with investigating or
	defending any such loss, claim, damage, liability or action; provided,
	however, that ING Life and ING Financial will not be liable for
	indemnification hereunder to the extent that any such loss, claim, damage,
	liability or action arises out of, or is based upon, the gross negligence or
	willful misconduct of OFI, Distributor, OFS or their respective affiliates,
	directors, officers, employees or agents in the performance of their obligations
	under this Agreement.
(e)	Upon receiving notice of a claim, an indemnitee under this Section 11 shall
	give prompt written notice to the indemnitor, provided that the obligation of
	the indemnitor shall not be reduced on account of any failure or delay by the
	indemnitee in giving such notice to the indemnitor except to the extent that the
	indemnitor has been prejudiced in any material respect by such failure. The
	4 of 13	Revised as of 09.04.2008

			indemnitor may participate in or assume the defense against such a claim at its
			own expense. An indemnitee shall not compromise or settle any claim relating
			to the subject matter of this Agreement without the prior written consent of
			the indemnitor, which consent shall not be unreasonably withheld.
		(f)	This Section 11 shall survive termination of the Agreement.
7	.	Section 12 of the Agreement is amended by deleting subsection (b) therein and
		replacing it with the following new subsection (b):
			(b) Notices. All notices and other communications hereunder shall be
			given or made in writing and shall be delivered personally, or sent by telex,
			facsimile, express delivery or registered or certified mail, postage prepaid,
			return receipt requested, to the party or parties to whom they are directed at
			the following address, or at such other addresses as may be designated by
			notice from such party to all other parties.
			To ING Life or ING Financial:
				Xxxxxxxxxx Xxxxxxx
				ING Americas Legal Services
				Xxx Xxxxxx Xxx, X0X
				Xxxxxxx, XX 00000
				Fax: 000-000-0000
			To OFI:	OppenheimerFunds, Inc.
2 World Financial Center
				000 Xxxxxxx Xxxxxx
				Xxx Xxxx, XX 00000
				Attn: Director of Client Service
			To Distributor:
				OppenheimerFunds Distributor, Inc.
2 World Financial Center
				000 Xxxxxxx Xxxxxx
				Xxx Xxxx, XX 00000 1008
				Attn: President
			To OFS:	OppenheimerFunds Services
0000 Xxxxx Xxxxxx Xxx
				Xxxxxxxxxx, XX 00000
				Attn: President
			To SSI:	Shareholder Services, Inc.
0000 Xxxxx Xxxxxx Xxx
				Xxxxxxxxxx, XX 00000
				Attn: President
				5 of 13	Revised as of 09.04.2008

		With a copy to:
		OppenheimerFunds Distributor, Inc.
		General Counsel
		OppenheimerFunds, Inc.
		2 World Financial Center
		000 Xxxxxxx Xxxxxx
		Xxx Xxxx, XX 00000-0000
		Any notice, demand or other communication given in a manner prescribed in
		this Subsection (b) shall be deemed to have been delivered on receipt.
8	.	All references in the Agreement to Class A shares of the Funds shall also include
		Class N , Class Y, and Class I shares of the Funds as identified in Schedule B, in
		accordance with the terms of each Fund’s then current prospectus and statement of
		additional information. ING represents and warrants that is it eligible to purchase
		Class I shares pursuant to all of the terms and conditions of each applicable
		prospectus and statement of additional information. Notwithstanding any other
		provision of the Agreement, ING understands and agrees that no fees will be paid to
		ING for services provided for Oppenheimer fund investment accounts with assets
		invested in Class I shares.
9	.	Schedule B to the Agreement is hereby replaced with the new Schedule B attached
		hereto.
10.     Schedule C to the Agreement is hereby replaced with the new Schedule C attached
		hereto.
11.     Exhibit I, attached hereto, is hereby added to the Agreement, in accordance with
		Section 3(e) of the Agreement. Exhibit I will apply under the Agreement in lieu of
		subsections 3(a) through 3(d) of the Agreement, except where Exhibit I otherwise
		specifically refers to Section 3 of the Agreement.
Except as provided herein, the terms and conditions contained in the Agreement shall remain
in full force and effect.
IN WITNESS HEREOF, the parties hereto have executed and delivered this First
Amendment to the Participation Agreement effective as of the date first written above.
		6 of 13	Revised as of 09.04.2008

OppenheimerFunds Distributor, Inc.		ING Life Insurance and Annuity Company
By:	/s/Xxxx Xxxxxxx	By:	/s/Xxxxxxxx Xxxxxxxxx
Name:	Xxxx Xxxxxxx	Name:	Xxxxxxxx Xxxxxxxxx
Title:	SVP, Head of Distribution	Title:	Vice President
	Operations
OppenheimerFunds, Inc.		ING Financial Advisers, LLC
(on its own behalf and on behalf of its
division, OppenheimerFunds Services)
By:	/s/Xxxxxx Xxxxx	By:	/s/Xxxxx Xxxxxx
Name:	Xxxxxx Xxxxx	Name:	Xxxxx Xxxxxx
Title:	SVP, Head of Client Services &	Title:	Vice President
	Administration
Shareholder Services, Inc.
By:	/s/Xxxxxx Xxxxx
Name:	Xxxxxx Xxxxx
Title:	SVP, Transfer Agency

7 of 13 Revised as of 09.04.2008

Schedule B
October 1, 2012
LIST OF XXXXXXXXXXX FUNDS ELIGIBLE TO PARTICIPATE IN
PARTICIPATION AGREEMENT
Xxxxxxxxxxx Capital Appreciation Fund
Xxxxxxxxxxx Capital Income Fund
Oppenheimer Cash Reserves
Oppenheimer Commodity Strategy Total Return Fund
Oppenheimer Core Bond Fund
Oppenheimer Corporate Bond Fund
Oppenheimer Currency Opportunities Fund
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Emerging Markets Debt Fund
Oppenheimer Equity Fund, Inc.
Oppenheimer Equity Income Fund, Inc.
Oppenheimer Global Fund
Oppenheimer Global Allocation Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Global Strategic Income Fund
Oppenheimer Global Value Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer International Bond Fund
Xxxxxxxxxxx International Diversified Fund
Xxxxxxxxxxx International Growth Fund
Xxxxxxxxxxx International Small Company Fund
Oppenheimer LifeCycle Funds
Xxxxxxxxxxx Limited-Term Government Fund
Oppenheimer Main Street Fund
Oppenheimer Main Street Select Fund
Oppenheimer Main Street Small- & Mid-Cap Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Portfolio Series
Oppenheimer Quest International Value Fund
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Real Estate Fund
Xxxxxxxxxxx Rising Dividends Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Small- & Mid- Cap Growth Fund
Oppenheimer Small- & Mid- Cap Value Fund
Xxxxxxxxxxx U.S. Government Trust
Oppenheimer Value Fund
OFI Stable Value Trust1
8 of 13	Revised as of 09.04.2008

1	OFI Stable Value Trust is not a mutual fund and is not registered with or regulated by the U.S. Securities &
Exchange Commission. It is a collective investment trust maintained by OFI Trust Company, a New York chartered, limited
purpose trust company, selectively offered to eligible retirement plans and is not distributed by OppenheimerFunds
Distributor, Inc. Units of participation in the OFI Stable Value Trust are exempt from registration under the Securities Act of
1933 and the OFI Stable Value Trust is exempt from registration as an investment company under the Investment Company
Act of 1940. Due to regulatory restrictions, the OFI Stable Value Trust does not have a ticker symbol and the price per unit
is not published in any daily periodical. There are certain restrictions on investments and withdrawals from the OFI Stable
Value Trust. Investors should read the Declaration of Trust and Summary Information Booklet carefully before investing
and should carefully consider the OFI Stable Value Trust’s investment objectives, risks, charges, expenses and withdrawal
restrictions.
	9 of 13	Revised as of 09.04.2008

	Schedule C
	Fees to the Company
1. Service Fee.
All administrative or shareholder services to Contract owners shall be the responsibility of
ING Life or ING Financial solely and shall not be the responsibility of OFS, OFI, Distributor
or the Funds. OFI, OFS and Distributor recognize ING Life as sole shareholder of Fund
shares issued under this Participation Agreement. In consideration of the administrative
savings resulting from such arrangement, OFI and/or OFS agrees to pay ING Life on a
monthly basis at an annual fee rate of _____% (_______________ basis points) per
Oppenheimer fund investment account with assets invested in Class A, Class N or Class Y
shares of the Funds as set forth in the chart below. Such fee shall be calculated monthly
based on the average daily net assets in each such account for the month. The payment of
this fee shall not apply to loan repayment accounts or forfeiture accounts. The service fee is
intended to compensate ING Life for administrative services only and is not intended to
constitute payment in any manner for investment advisory or distribution services. ING Life
shall provide OFS an invoice via the OppenheimerFunds secured Alliance Trading website or
other mutually agreed upon electronic format after the end of each month, identifying ING
Financial as the broker-dealer of record and identifying representative of record, if
applicable, and certifying the number of actively funded participant accounts and assets
subject to the aforementioned fees and OFI and/or OFS, as applicable, shall make such
payment to ING Life within 30 business days of receipt of the invoice. Invoices submitted in
excess of 60 days of the time period to which the invoice relates are subject to non-payment.
Additions or adjustments to previously submitted invoices that are provided in excess of 60
days of the time period to which the invoice relates may also be subject to non-payment.
ING Life shall notify OFI and/or OFS within 15 business days of receipt of any invoice if
such invoice is deemed not to be in good order and ING Life intends to dispute any portion
of the fees invoiced. The notification shall identify the amounts being disputed and explain,
to the extent practicable, the dispute. The parties shall work together in good faith to resolve
all disputes and correct any errors to that payments may be processed promptly once all
parties agree to any revisions. For the avoidance of doubt the parties agree that ING shall not
invoice, nor shall it be entitled to receive any payment under this Agreement for any
Xxxxxxxxxxx Fund investment accounts with assets invested in Class I shares of the Funds.
2. Rule 12b-1 Fees.
Distributor may compensate dealers, brokers, banks and other financial institutions, under the
terms set forth in each applicable Fund’s Prospectus and distribution plan (“Rule 12b-1
Plan”) pursuant to Rule 12b 1 under the Investment Company Act of 1940, as amended (the
“Investment Company Act”), for providing personal service and maintenance of accounts of
such entities’ customers that hold Fund shares. Such compensation is referred to herein as a
“12b-1 Service Fee.” The services to be provided in return for payment of a 12b-1 Service
Fee include, among others:
(a)	answering customer inquiries about the Fund and providing other
	personal service;
	10 of 13	Revised as of 09.04.2008

(b)	assisting in establishing and maintaining accounts in the Fund;
(c)	making the Funds available and printing and mailing of Fund sales
	literature.
In exchange for providing services to Contract owners that include but are not limited to
those set forth in the paragraph above, ING Financial shall be entitled to receive the 12b-1
Service Fee in accordance with the then current prospectuses of the Funds. For illustration
purposes only, 12b-1 Service Fee rates in effect as of October 1, 2012 are set forth in the
chart below. The payment of the 12b-1 Service Fee to Service Provider by or on behalf of a
Fund is subject to the limitations set forth in the applicable Rule 12b-1 plan and may be
reduced, revised or terminated altogether at any time at the discretion of that Fund’s board of
trustees or directors, as the case may be.

Share Class	A	N	Y	I
Service Fee
12b-1 Service Fee

11 of 13 Revised as of 09.04.2008

EXHIBIT I
To
PARTICIPATION AGREEMENT
Procedures for Pricing and Order/Settlement Through National Securities Clearing
Corporation’s Mutual Fund Profile System and Mutual Fund Settlement, Entry and
Registration Verification System
1. As provided in Section 3 of the Participation Agreement, the parties hereby agree to
provide pricing information, execute orders and wire payments for purchases and
redemptions of Fund shares through National Securities Clearing Corporation (“NSCC”) and
its subsidiary systems as follows:
(a) Distributor or the Funds will furnish to ING Life or its affiliate through NSCC’s Mutual
Fund Profile System (“MFPS”) as well as e-mail directly to ING (1) the most current net
asset value information for each Fund, (2) a schedule of anticipated dividend and
distribution payment dates for each Fund, which is subject to change without prior notice,
ordinary income and capital gain dividend rates on the Fund’s ex-date, and (3) in the case
of fixed income funds that declare daily dividends, the daily accrual or the interest rate
factor. All such information shall be furnished to ING Life or its affiliate by 7:30 p.m.
Eastern Time on each business day that the Fund is open for business (each a “Business
Day”). Changes in pricing information will be communicated to both NSCC and ING
Life or its affiliate.
(b) Upon receipt of Fund purchase, exchange and redemption instructions for acceptance as
of the time at which a Fund’s net asset value is calculated as specified in such Fund’s
prospectus (“Close of Trading”) on each Business Day (“Instructions”), and upon its
determination that there are good funds with respect to Instructions involving the
purchase of Shares, ING Life or its affiliate will calculate the net purchase or redemption
order for each Fund. Orders for net purchases or net redemptions derived from
Instructions received by ING Life or its affiliate prior to the Close of Trading on any
given Business Day will be sent to the Defined Contribution Clearance & Settlement
(“DCC&S”) Interface of NSCC’s Mutual Fund Settlement, Entry and Registration
Verification System (“Fund/SERV”) by 5:00 a.m. Eastern Time on the next Business
Day. Subject to ING Life’s or its affiliate’s compliance with the foregoing, ING Life or
its affiliate will be considered the agent of the Distributor and the Funds, and the
Business Day on which Instructions are received by ING Life or its affiliate in proper
form prior to the Close of Trading will be the date as of which shares of the Funds are
deemed purchased, exchanged or redeemed pursuant to such Instructions. Instructions
received in proper form by ING Life or its affiliate after the Close of Trading on any
given Business Day will be treated as if received on the next following Business Day.
Dividends and capital gains distributions will be automatically reinvested at net asset
value in accordance with the Fund’s then current prospectuses.
(c) ING Life or its affiliate will wire payment for net purchase orders by the Fund’s NSCC
Firm Number, in immediately available funds, to an NSCC settling bank account
designated by ING Life or its affiliate no later than 5:00 p.m. Eastern time on the same
12 of 13	Revised as of 09.04.2008

Business Day such purchase orders are communicated to NSCC. For purchases of shares
of daily dividend accrual funds, those shares will not begin to accrue dividends until the
day the payment for those shares is received.
(d) NSCC will wire payment for net redemption orders by Fund, in immediately available
funds, to an NSCC settling bank account designated by ING Life or its affiliate, by 5:00
p.m. Eastern Time on the Business Day such redemption orders are communicated to
NSCC, except as provided in a Fund’s prospectus and statement of additional
information.
(e) With respect to (c) or (d) above, if Distributor does not send a confirmation of ING Life’s
or its affiliate’s purchase or redemption order to NSCC by the applicable deadline to be
included in that Business Day’s payment cycle, payment for such purchases or
redemptions will be made the following Business Day.
(f) In the event the NSCC is unavailable on any day or ING Life or its affiliate or Distributor
is otherwise unable, due to events beyond its reasonable control, to meet the NSCC
deadline for the transmission of purchase or redemption orders or provision of
information as set forth in Sections 1(a) through 1(e) of this Exhibit I, such party may
transmit such orders and make such payments for purchases and redemptions directly to
Distributor or to ING Life or its affiliate, as applicable, as is otherwise provided in
Section 3 of the Agreement.
(g) These procedures are subject to any additional terms in each Fund’s prospectus and
statement of additional information and the requirements of applicable law. The
Distributor, OFI, and/or the Funds reserve the right, at their discretion and without notice,
to suspend the sale of shares or withdraw the sale of shares of any Fund.
2. ING Life or its affiliate, Distributor and clearing agents (if applicable) are each required to
have entered into membership agreements with NSCC and met all requirements to participate
in the MFPS and Fund/SERV systems before these procedures may be utilized. Each party
will be bound by the terms of their membership agreement with NSCC and will perform any
and all duties, functions, procedures and responsibilities assigned to it and as otherwise
established by NSCC applicable to the MFPS and Fund/SERV system and the Networking
Matrix Level utilized.
3. Except as modified hereby, all other terms and conditions of the Agreement shall remain
in full force and effect. Unless otherwise indicated herein, the terms defined in the
Agreement shall have the same meaning as in this Exhibit I. In the event of any conflict
between the Agreement and this First Amendment, this First Amendment shall govern.
13 of 13	Revised as of 09.04.2008